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<SEC-DOCUMENT>0000899140-01-500079.txt : 20010528
<SEC-HEADER>0000899140-01-500079.hdr.sgml : 20010528
ACCESSION NUMBER:		0000899140-01-500079
CONFORMED SUBMISSION TYPE:	POS462C
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20010525
EFFECTIVENESS DATE:		20010525

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CSAM INCOME FUND
		CENTRAL INDEX KEY:			0000810766
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				232451535
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		POS462C
		SEC ACT:		
		SEC FILE NUMBER:	333-56526
		FILM NUMBER:		1648353

	BUSINESS ADDRESS:	
		STREET 1:		153 EAST 53RD ST
		STREET 2:		8TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		6175578742

	MAIL ADDRESS:	
		STREET 1:		73 TREMONT ST
		STREET 2:		8TH FL
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02108

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BEA INCOME FUND INC
		DATE OF NAME CHANGE:	19950828

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CS FIRST BOSTON INCOME FUND INC
		DATE OF NAME CHANGE:	19950420

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST BOSTON INCOME FUND INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS462C
<SEQUENCE>1
<FILENAME>csam899937.txt
<DESCRIPTION>POST-EFFECTIVE REGISTRATION STATEMENT ON FORM N-14
<TEXT>

<PAGE>


              As filed with the Securities and Exchange Commission
                                 on May 25, 2001

                                               Securities Act File No. 333-56526


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-14
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Pre-Effective Amendment No. / /
                        Post-Effective Amendment No. /1/

                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
               (Exact Name of Registrant as Specified in Charter)
           466 Lexington Avenue, 16th Floor, New York, New York 10017
                (Address of Principal Executive Offices: Number,
                         Street, City, State, Zip Code)

                                 (212) 875-3500

                  (Registrant's Area Code and Telephone Number)

                                  -------------

                                Hal Liebes, Esq.
                              Senior Vice President
                Credit Suisse Asset Management Income Fund, Inc.
                        466 Lexington Avenue, 16th Floor
                            New York, New York 10017

                     (Name and Address of Agent for Service)

                                 with copies to:

                            Daniel Schloendorn, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                            New York, New York 10019

                                  -------------

<TABLE>
                      CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<CAPTION>
========================= ============== ==================== ========================== ==================
   TITLE OF SECURITIES                     PROPOSED MAXIMUM        PROPOSED MAXIMUM
    BEING REGISTERED       AMOUNT BEING   OFFERING PRICE PER   AGGREGATE OFFERING PRICE       AMOUNT OF
                            REGISTERED         UNIT (1)                  (1)              REGISTRATION FEE
                                                                                                 (2)
- ------------------------- -------------- -------------------- -------------------------- ------------------
<S>                         <C>                  <C>                 <C>                     <C>
Common Stock ($0.001 par
value)                      14,996,378           $6.36               $95,376,964             $23,844.24
========================= ============== ==================== ========================== ==================

(1)  Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f) under
     the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the
     Registrant's Common Stock as reported on the New York Stock Exchange on March 1, 2001.

(2)  Previously paid.
</TABLE>



<PAGE>


                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

                       CONTENTS OF REGISTRATION STATEMENT

    This Registration Statement contains the following papers and documents:

o    Cover Sheet

o    Contents of Registration Statement

o    Form N-14 Cross Reference Sheet

o    Part A - Proxy Statement/Prospectus

o    Part B - Statement of Additional Information

o    Part C - Other Information

o    Signature Page

o    Exhibits



<PAGE>


<TABLE>
                              CROSS REFERENCE SHEET
<CAPTION>
PART A Item No. and Caption                                     Proxy Statement/Prospectus Caption
- ---------------------------                                     ----------------------------------
<S>                                                             <C>
1.   Beginning of Registration Statement and Outside Front      Cover Page
     Cover Page of Prospectus

2.   Beginning and Outside Back Cover Page of Prospectus        Cover Page; Table of Contents
     Contents

3.   Fee Table, Synopsis Information, and Risk Factors          Synopsis; Risk Factors and Special Considerations;
                                                                Comparison of Investment Objectives and Policies

4.   Information about the Transactions                         Synopsis - The Proposed Reorganization; Information
                                                                about the Reorganization; Additional Information about
                                                                the Funds

5.   Information about the Registrant                           Synopsis; Risk Factors and Special Considerations;
                                                                Comparison of Investment Objectives and Policies;
                                                                Additional Information about the Funds

6.   Information about the Company Being Acquired               Synopsis; Risk Factors and Special Considerations;
                                                                Comparison of Investment Objectives and Policies;
                                                                Additional Information about the Funds

7.   Voting Information                                         Notice of Meeting of Shareholders; General; Required
                                                                Vote

8.   Interest of Certain Persons and Experts                    Additional Information about the Funds

9.   Additional Information Required for Reoffering by          (Not Applicable)
     Persons Deemed to be Underwriters

PART B Item No. and Caption                                     Statement of Additional Information Caption
- ---------------------------                                     -------------------------------------------

10.  Cover Page                                                 Cover Page

11.  Table of Contents                                          Table of Contents

12.  Additional Information about the Registrant                Comparison of Risk Factors and Special  Considerations
                                                                (in Part A); Comparison of Investment Objectives and
                                                                Policies (in Part A); Additional Information about the
                                                                Funds (in Part A); Tax Considerations

13.  Additional Information about the Company Being Acquired    Comparison of Risk Factors and Special Considerations
                                                                (in Part A); Comparison of Investment Objectives and
                                                                Policies; Additional Information about the Funds (in
                                                                Part A); Tax Considerations

14.  Financial Statements                                       Financial Statements*

PART C

15.  Indemnification                                            Part C - Item 16. Indemnification

16.  Exhibits                                                   **

17.  Undertakings                                               **


<PAGE>


Note: Except for Items 14 of Part B and Items 16 and 17 of Part C of this Registration Statement, the captions
referenced above are those of the Proxy Statement/Prospectus or Statement of Additional Information which are
incorporated herein by reference to Registrant's Form N-14/A filed on March 28, 2001.

*    Incorporated by reference to the Annual Report of each of the Registrant and Credit Suisse Asset Management
     Strategic Global Income Fund, Inc. ("CGF") for the fiscal year ended December 31, 2000.

**   Set forth under the appropriate Item, so numbered, in Part C of this Registration Statement.
</TABLE>



<PAGE>


                                     PART A

             INFORMATION REQUIRED IN THE PROXY STATEMENT/PROSPECTUS

Incorporated by reference to the Proxy Statement/Prospectus filed by Registrant
on April 3, 2001 pursuant to Rule 497(b) under the Securities Act of 1933, as
amended (the "Securities Act").



<PAGE>


                                     PART B

          INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

This information (except for the required audited annual financial statements)
is incorporated by reference to the Statement of Additional Information filed by
Registrant on April 3, 2001 pursuant to Rule 497(b) under the Securities Act.

The audited annual financial statements of each of the Registrant and CGF are
incorporated by reference to their respective Annual Report for the fiscal year
ended December 31, 2000.



<PAGE>


                                     PART C

                                OTHER INFORMATION

Item 15. Indemnification

     Information incorporated by reference to Registrant's Form N-14/A filed on
March 28, 2001.

Item 16. Exhibits

     1.   Articles of Incorporation of the Registrant, as amended*

     2.   Amended and Restated By-laws of the Registrant**

     3.   Not Applicable

     4.   Form of Agreement and Plan of Reorganization***

     5.   Not Applicable

     6.   Restated Investment Advisory Agreement between the Registrant and
          Credit Suisse Asset Management, LLC

     7.   Not Applicable

     8.   Not Applicable

     9.   Custodian Agreement between the Registrant and Brown Brothers Harriman
          & Co. dated January 29, 1999*

     10.  Not Applicable

     11.  (a) Opinion of Willkie Farr & Gallagher*

          (b) Opinion of Venable, Baetjer and Howard, LLP*

     12.  Opinion of Willkie Farr & Gallagher with respect to tax matters

     13.  (a) Registrar, Transfer Agency and Service Agreement between the
          Registrant and Bank Boston, N.A. (now Fleet National Bank) dated
          October 26, 1998*

          (b) Administrative and Accounting Agency Agreement between the
          Registrant and Brown Brothers Harriman & Co. dated February 27, 1999*

          (c) Credit Agreement dated June 23, 1999, among the Registrant, other
          CSAM-advised investment companies, Deutsche Bank AG, as administrative
          agent, State Street Bank and Trust Company, as operations agent, Bank
          of Nova Scotia, as syndication agent, and the other lenders party
          thereto (the "Credit Agreement")*

          (d) First Amendment to Credit Agreement dated June 21, 2000*

     14.  Consent of PricewaterhouseCoopers LLP



<PAGE>


     15.  Not Applicable

     16.  Not Applicable

     17.  Code of Ethics*

*    Previously filed.

**   Incorporated by reference to Registrant's Form N-SAR filed on February 27,
     2001.

***  Incorporated by reference to the Proxy Statement/Prospectus included in
     Registrant's Form N-14/A filed on March 28, 2001.

Item 17. Undertakings

     1. The Registrant agrees that prior to any public reoffering of the
     securities registered through the use of a prospectus which is a part of
     this registration statement by any person or party who is deemed to be an
     underwriter within the meaning of Rule 145(c) of the Securities Act, the
     reoffering prospectus will contain the information called for by the
     applicable registration form for reofferings by persons who may be deemed
     underwriters, in addition to the information called for by the other items
     of the applicable form.

     2. The Registrant agrees that every prospectus that is filed under
     paragraph (1) above will be filed as a part of an amendment to the
     registration statement and will not be used until the amendment is
     effective, and that, in determining any liability under the 1933 Act, each
     post-effective amendment shall be deemed to be a new registration statement
     for the securities offered therein, and the offering of the securities at
     that time shall be deemed to be the initial bona fide offering of them.



<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York and the State of New York on the 23rd
day of May 2001.


                                Credit Suisse Asset Management Income Fund, Inc.

                                By: /s/ Michael A. Pignataro
                                    ------------------------------
                                    Michael A. Pignataro,
                                    Chief Financial Officer and Secretary


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                            TITLE                   DATE
<S>                                 <C>                                      <C>
  *                                 Chairman of the Board and Director       May 23, 2001
- ------------------------------
James McCaughan
  *                                 Director                                 May 23, 2001
- ------------------------------
William W. Priest
  *                                 Director                                 May 23, 2001
- ------------------------------
Dr. Enrique R. Arzac
  *                                 Director                                 May 23, 2001
- ------------------------------
Lawrence J. Fox
  *                                 Director                                 May 23, 2001
- ------------------------------
James S. Pasman
  *                                 President, Chief Investment Officer      May 23, 2001
- ------------------------------
Richard J. Lindquist
/s/ Michael A. Pignataro            Chief Financial Officer and Secretary    May 23, 2001
- ------------------------------
Michael A. Pignataro

*  /s/ Michael A. Pignataro, as attorney-in-fact
</TABLE>


<PAGE>


Exhibit No
- ----------

     6.        Restated Investment Advisory Agreement between the Registrant and
               Credit Suisse Asset Management, LLC dated May 14, 2001

     12.       Opinion of Willkie Farr & Gallagher with respect to tax matters

     14.       Consent of PricewaterhouseCoopers LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-6
<SEQUENCE>2
<FILENAME>csam163466.txt
<DESCRIPTION>RESTATED INVESTMENT ADVISORY AGREEMENT
<TEXT>

<PAGE>


                                                                       EXHIBIT 6


                CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.


                     RESTATED INVESTMENT ADVISORY AGREEMENT

     AGREEMENT, made as of the 14th day of May, 2001 between Credit Suisse Asset
Management Income Fund, Inc., a Maryland corporation (the "Fund"), and Credit
Suisse Asset Management, LLC, a Delaware limited liability company (the
"Adviser").

                               W I T N E S S E T H

     WHEREAS, the Fund is a diversified, closed-end investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");

     WHEREAS, the Adviser provides investment advisory services to the Fund
pursuant to an Investment Advisory Agreement with the Fund dated as of June 13,
1995 (the "Investment Advisory Agreement");

     WHEREAS, following changes in the respective name of the Fund and of the
Adviser, the parties executed an Addendum dated as of February 7, 2000 to amend
the Investment Advisory Agreement to properly reflect the name of the Fund and
the entity that is providing investment advisory services to the Fund;

     WHEREAS, the Adviser and the Fund have recently moved to new offices at 466
Lexington Avenue, New York; and

     WHEREAS, the parties now wish to restate the Investment Advisory Agreement
for the sole purposes of incorporating the changes made by the Addendum and
properly reflecting the business address of the Adviser and the Fund, revising
the fee structure and making certain other ministerial changes.

     NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:

     1. The Fund hereby appoints the Adviser to act as investment adviser to the
Fund. The Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.

     2. Subject to the supervision of the Board of Directors of the Fund, the
Adviser will manage the portfolio of securities and investments (including cash)
belonging to the Fund including the purchase, retention and disposition thereof
and the execution of agreements relating thereto, in accordance with the Fund's
investment objective, policies and restrictions as stated in the Prospectus (as
defined in paragraph 4(f) of this Agreement) and subject to the following
understandings:



<PAGE>


          (a) The Adviser shall furnish a continuous investment program for the
     Fund and in so doing shall determine from time to time what investments or
     securities will be purchased, retained or sold by the Fund, and what
     portion of the assets will be invested or held uninvested as cash;

          (b) The Adviser shall use its best judgment in the performance of its
     duties under this Agreement;

          (c) The Adviser, in the performance of its duties and obligations
     under this Agreement, shall act in conformity with the Articles of
     Incorporation, the Bylaws and Prospectus of the Fund and with the
     instructions and directions of the Board of Directors of the Fund and will
     conform to and comply with the requirements of the 1940 Act and all other
     applicable federal and state laws and regulations;

          (d) The Adviser shall determine the securities to be purchased or sold
     by the Fund and as agent for the Fund will effect portfolio transactions
     pursuant to its determinations either directly with the issuer or with any
     broker and/or dealer in such securities; in placing orders with brokers
     and/or dealers the Adviser intends to seek the best available price and
     execution for purchases and sales; the Adviser shall also determine whether
     or not the Fund shall enter into repurchase or reverse repurchase
     agreements. On occasions when the Adviser deems the purchase or sale of a
     security to be in the best interest of the Fund as well as other customers,
     the Adviser may, to the extent permitted by applicable laws and
     regulations, but shall not be obligated to, aggregate the securities to be
     sold or purchased in order to obtain the best execution and lower brokerage
     commissions, if any. In such event, allocation of the securities so
     purchased or sold, as well as the expenses incurred in the transaction,
     will be made by the Adviser in the manner it considers to be the most
     equitable and consistent with its fiduciary obligations to the Fund and, if
     applicable, to such other customers;

          (e) The Adviser shall maintain books and records with respect to the
     securities transactions of the Fund and shall render to the Fund's Board of
     Directors such periodic and special reports as the Board of Directors may
     reasonably request;

          (f) The Adviser shall provide the Fund's Custodian as required with
     information relating to all transactions concerning the assets belonging to
     the Fund, except purchases of and any sales of the Fund's Common Stock
     ("Fund Shares"); and

          (g) The investment management services of the Adviser to the Fund
     under this Agreement are not to be deemed exclusive, and the Adviser shall
     be free to render similar services to others.

     3. The Adviser is authorized to select the brokers and dealers that will
execute the purchases and sales of portfolio securities for the Fund and is
directed to use its best efforts to obtain the best available price and
execution, except as prescribed herein. Unless and until otherwise directed by
the Board of Directors of the Fund, the Adviser may also effect individual
securities transactions at commission rates in excess of the minimum commission
rates available, if the Adviser determines in good faith that such amount of
commission is


                                      -2-

<PAGE>


reasonable in relation to the value of the brokerage or research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the Adviser's overall responsibilities with respect to the Fund.
The execution of such transactions shall not be deemed to represent an unlawful
act or breach of any duty created by this Agreement or otherwise.

     4. The Fund has delivered copies of each of the following documents to the
Adviser and will promptly notify and deliver to it all future amendments and
supplements, if any:

          (a) Articles of Incorporation of the Fund, filed with the Department
     of Assessments and Taxation of the State of Maryland on February 11, 1987
     (such Articles of Incorporation, as presently in effect and as amended from
     time to time, being herein called the "Articles of Incorporation");

          (b) Bylaws of the Fund (such Bylaws, as presently in effect and as
     amended from time to time, being herein called the "Bylaws");

          (c) Certified resolutions of the Board of Directors of the Fund
     authorizing the appointment of the Adviser and approving the form of this
     Agreement;

          (d) Registration Statement under the Securities Act of 1933, as
     amended, on Form N-14 (No. 333-56526) (the "Registration Statement") as
     filed with the Securities and Exchange Commission (the "Commission") on
     March 2, 2001 relating to the Fund and the Fund Shares, and all amendments
     thereto;

          (e) Notification of Registration of the Fund under the 1940 Act on
     Form N-8A as filed with the Commission on February 13, 1987 and all
     amendments thereto; and

          (f) Prospectus of the Fund dated March 30, 2001 (such prospectus being
     herein called the "Prospectus").

     5. The Adviser shall authorize and permit any of its partners, agents and
employees who may be elected as directors or officers of the Fund to serve in
the capacities in which they are elected. Services to be furnished by the
Adviser under this Agreement may be furnished through the medium of any of such
partners, agents or employees of the Adviser.

     6. The Adviser shall keep the Fund's books and records required to be
maintained by it pursuant to paragraph 2(e) of this Agreement. The Adviser
agrees that all records which it maintains for the Fund are the property of the
Fund and it will promptly surrender any of such records to the Fund upon the
Fund's request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 of the Commission under the 1940 Act any such records
as are required to be maintained by the Adviser with respect to the Fund by Rule
31a-1 of the Commission under the 1940 Act.

     7. During the term of this Agreement the Adviser will pay all expenses
(including without limitation the compensation of all its partners, agents and
employees serving as directors or officers of the Fund pursuant to paragraph 5
of this Agreement) incurred by it in connection with its activities under this
Agreement other than the cost of securities and


                                      -3-

<PAGE>


investments purchased for the Fund (including taxes and brokerage commissions,
if any).

     8. For the services provided and the expenses borne pursuant to this
Agreement, the Fund will pay to the Adviser as full compensation therefor a fee,
computed weekly and payable quarterly, at an annual rate equal to 0.50% per
annum of the Average Weekly Base Amount (as defined below). This fee for each
quarter will be paid to the Adviser during the month succeeding such quarter.
For purposes of this Agreement, "Average Weekly Base Amount" shall mean for any
quarter, the average of the lesser of (A) "Market Value" of the Fund's
outstanding shares and (B) the Fund's net assets, in each case determined as of
the last trading day for each week during that quarter. `Market Value" of the
Fund's outstanding shares will be determined as follows:

          (a) if the Fund's shares are listed or traded on any national
     securities exchange or on the Nasdaq National Market, the shares shall be
     valued at the last sale price on the exchange or market on which they are
     principally traded, on the valuation date; if there is no sale on the
     valuation date, the shares shall be valued at the mean between the closing
     bid and asked price;

          (b) if the Fund's shares are traded over-the-counter but are not
     listed or traded on any national securities exchange or on the Nasdaq
     National Market, the shares shall be valued at the last sale price on the
     valuation date or, if no sale occurs on that date, at the last bid price;
     or

          (c) if the Fund's shares are not listed or traded on any recognized
     securities market or over-the-counter, the shares shall be deemed to have
     the same value as the underlying net assets of the Fund as of the valuation
     date.

Upon any termination of this Agreement before the end of a quarter, the fee for
such part of that quarter shall be prorated according to the proportion that
such period bears to the full quarterly period and shall be payable upon the
date of termination of this Agreement. For the purpose of determining fees
payable to the Adviser, the value of the Fund's net assets shall be computed at
the times and in the manner specified in the Fund's Registration Statement as
from time to time in effect.

     9. The Adviser shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services (in which case any
award of damages shall be limited to the period and the amount set forth in
Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement.

     10. This Agreement shall become effective on the date hereof. Upon becoming
effective, this Agreement shall remain in effect for an initial two-year term
and shall continue in effect from year to year thereafter if such continuance is
approved at least annually by (a) a majority of the outstanding voting
securities (as defined in the 1940 Act) or by vote of the Fund's Board of
Directors, cast in person at a meeting called for the purpose of voting on


                                      -4-

<PAGE>


such approval, and (b) vote of a majority of the Directors of the Fund who are
not parties to this Agreement or "interested persons" (as defined in the 1940
Act) of any party to this Agreement, cast in person at a meeting called for the
purpose of voting on such approval. This Agreement may be terminated by the Fund
at any time, without the payment of any penalty, by the Board of Directors of
the Fund or by vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of the Fund on 60 days' written notice to the Adviser,
or by the Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the Fund. This Agreement will automatically and immediately
terminate in the event of its assignment (as defined in the 1940 Act).

     11. The Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized by the Board of Directors of the Fund from time to time, have no
authority to act for or represent the Fund in any way or otherwise be deemed an
agent of the Fund.

     12. This Agreement may be amended by mutual consent, but the consent of the
Fund must be approved (a) by vote of a majority of those Directors of the Fund
who are not parties to this Agreement or "interested persons" (as defined in the
1940 Act) of any such party, cast in person at a meeting called for the purpose
of voting on such amendment, and (b) by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund.

     13. Notices of any kind to be given to the Adviser by the Fund shall be in
writing and shall be duly given if mailed or delivered to the Adviser at 466
Lexington Avenue, 16th Floor, New York, New York 10017, Attention: Chief
Executive Officer, with a copy to: General Counsel or at such other address or
to such other individual as shall be specified by the Adviser to the Fund in
accordance with this paragraph 13. Notices of any kind to be given to the Fund
by the Adviser shall be in writing and shall be duly given if mailed or
delivered to the Fund at Credit Suisse Asset Management Income Fund, Inc., 466
Lexington Avenue, 16th Floor, New York, New York 10017, Attention: Chairman,
with a copy to: Senior Vice President or at such other address or to such other
individual as shall be specified by the Fund to the Adviser in accordance with
this paragraph 13. The Adviser agrees to notify the Fund of any change in its
membership within a reasonable time of such change.

     14. The Fund agrees that if this Agreement is terminated and the Adviser
shall no longer be the adviser to the Fund, the Fund will, within a reasonable
period of time, change its name to delete reference to "Credit Suisse Asset
Management".

     15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

     16. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.


                                      -5-

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.


                                        CREDIT SUISSE ASSET MANAGEMENT
                                        INCOME FUND, INC.

                                        By: /s/ Michael A. Pignataro
                                            ------------------------------
                                            Name:  Michael A. Pignataro
                                            Title: Secretary


                                        CREDIT SUISSE ASSET MANAGEMENT, LLC

                                        By: /s/ Hal Liebes
                                            ------------------------------
                                            Name:  Hal Liebes
                                            Title: Managing Director















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>3
<FILENAME>csam858066.txt
<DESCRIPTION>OPINION OF WILLKIE FARR & GALLAGHER
<TEXT>

<PAGE>


                                                                      EXHIBIT 12


[WILLKIE FARR & GALLAGHER LETTERHEAD]




May 14, 2001

Credit Suisse Asset Management Income Fund, Inc.
466 Lexington Avenue, 16th Floor
New York, New York 10017

Credit Suisse Asset Management Strategic Global Income Fund, Inc.
466 Lexington Avenue, 16th Floor
New York, New York 10017

Ladies and Gentlemen:

You have asked us for our opinion concerning certain federal income tax
consequences to (a) Credit Suisse Asset Management Income Fund, Inc., a Maryland
corporation (the "CIK"), (b) Credit Suisse Asset Management Strategic Global
Income Fund, Inc., a Maryland corporation (the "CGF"), and (c) holders (the "CGF
Shareholders") of voting shares of common stock of CGF (the "CGF Shares"), when
CIK acquires all the assets of CGF in exchange for voting shares of common stock
of CIK ("CIK Shares") and the assumption by CIK of all of the liabilities of CGF
pursuant to the Maryland General Corporation Law (the "Reorganization"), all
pursuant to that certain Agreement and Plan of Reorganization, dated as of March
27, 2001 (the "Reorganization Agreement"), between CIK and CGF. All terms used
herein which are not specifically defined shall have the same meanings as when
used in the Reorganization Agreement.

Pursuant to the Reorganization (a) CIK will acquire all of the assets of CGF and
assume all of CGF's liabilities, (b) each CGF Share will convert to an
equivalent dollar amount (to the nearest one ten-thousandth of one cent) of full
CIK Shares (based upon the net asset value per share of each Fund), and (c) CIK
will be the surviving Fund in the Reorganization. CIK will not issue any
fractional CIK Shares to CGF Shareholders but will instead purchase all
fractional CIK Shares at their net asset value and remit the cash proceeds to
CGF Shareholders.

We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all signatures, the
capacity of each party executing a document to so execute that document, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.

We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to CIK and CGF
that are set forth in the Registration Statement on Form N-14 (the "Registration
Statement") filed by CIK with the Securities and Exchange Commission and



<PAGE>


May 14, 2001
Page 2


representations made in letters from CIK and CGF addressed to us for our use in
rendering this opinion (the "Tax Representation Letters"). We have no reason to
believe that these representations and facts are not valid, but we have not
attempted to verify independently any of these representations and facts, and
this opinion is based upon the assumption that each of them is accurate.

The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations promulgated thereunder,
published rulings and procedures of the Internal Revenue Service and judicial
decisions, all as in effect on the date of this letter.

Based upon the foregoing and subject to the conditions and assumptions set forth
below, we are of the opinion that for federal income tax purposes:

     (i)       the Reorganization as provided in the Reorganization Agreement
               will constitute a reorganization within the meaning of Section
               368(a)(1) of the Code and that CIK and CGF will each be a "party
               to a reorganization" within the meaning of Section 368(b) of the
               Code;

     (ii)      no gain or loss will be recognized by CGF as a result of the
               Reorganization or upon the conversion of CGF Shares to CIK
               Shares;

     (iii)     no gain or loss will be recognized by CIK as a result of the
               Reorganization;

     (iv)      no gain or loss will be recognized by the CGF Shareholders upon
               the conversion of their CGF Shares into CIK Shares except to the
               extent such shareholders are paid cash in lieu of fractional CIK
               Shares in the Reorganization;

     (v)       the tax basis of the assets of CGF in the hands of CIK will be
               the same as the tax basis of such assets in the hands of CGF
               immediately prior to the consummation of the Reorganization;

     (vi)      immediately after the Reorganization, the tax basis of the CIK
               Shares received by each CGF Shareholder in the Reorganization
               (including that of fractional CIK Shares purchased from such
               shareholder by CIK) will be equal, in the aggregate, to the tax
               basis of the CGF Shares owned by such shareholder immediately
               prior to the Reorganization;

     (vii)     a CGF Shareholder's holding period for CIK Shares (including that
               of fractional CIK Shares purchased from such shareholder by the
               CIK) will be determined by including the period for which he or
               she held the CGF shares exchanged therefor pursuant to the
               Reorganization, provided, that such CGF Shares were held as
               capital assets immediately prior to the Reorganization;

     (viii)    CIK's holding period with respect to the transferred CGF assets
               will include the period during which such assets were held by
               CGF; and



<PAGE>


May 14, 2001
Page 3


     (ix)      the payment of cash to a CGF Shareholder in lieu of fractional
               CIK Shares will be treated as though the fractional CIK Shares
               were distributed as part of the Reorganization and then redeemed
               by CIK with the result that the CGF Shareholder will have a
               capital gain or loss to the extent the cash distribution differs
               from such shareholder's basis allocable to the fractional CIK
               Shares, provided that the CGF Shares exchanged therefor pursuant
               to the Reorganization were held as capital assets immediately
               prior to the Reorganization and that the shareholder's
               proportionate interest in CIK will be reduced as a result of such
               cash distribution.

The opinion set forth in (ix) above assumes that (a) the converted CGF Shares
were held by the CGF Shareholder as capital assets immediately prior to the
Reorganization, (b) the percentage of the outstanding CIK Shares owned by the
CGF Shareholder immediately after the cash distribution (including any CIK
Shares which are deemed to be owned at such time by such CGF Shareholder
pursuant to Section 302(c)(1) of the Code) is less than the percentage that
would have resulted if fractional CIK Shares had actually been distributed to
such CGF Shareholder in lieu of cash, and (c) the distribution of cash in lieu
of fractional CIK Shares is not pursuant to a formal or informal plan to
proportionately reduce the holdings of all of the owners of CIK Shares.

Our opinion is based upon the accuracy of the certifications, representations
and warranties and the satisfaction of the covenants and obligations contained
in the Reorganization Agreement, the Tax Representation Letters and in the
various other documents related thereto. Our opinion may not be relied upon if
any such certifications, representations or warranties are not accurate or if
any of such covenants or obligations are not satisfied in all material respects.

Very truly yours,

/s/ Willkie Farr & Gallagher


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>4
<FILENAME>csam858193.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>

<PAGE>


                                                                      EXHIBIT 14


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 1 to the Registration
Statement on Form N-14 (the "Registration Statement") of our reports dated
February 21, 2001, relating to the financial statements and financial highlights
of Credit Suisse Asset Management Income Fund, Inc. and Credit Suisse Asset
Management Strategic Global Income Fund, Inc. appearing in the December 31, 2000
Annual Reports to Shareholders, which appear in such Statement of Additional
Information, and to the incorporation by reference of our reports into the
Statement of Additional Information which constitute part of this Registration
Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

May 23, 2001


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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